


Ultimate Spider-Gwen

by spider_ninten



Category: Marvel (Comics), Spider-Gwen (Comics), Spider-Man - All Media Types
Genre: Alternate Universe, Alternate Universe - Canon Divergence, F/F, F/M
Language: English
Status: In-Progress
Published: 2019-01-05
Updated: 2019-07-12
Packaged: 2019-10-04 20:45:36
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 8
Words: 13,686
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17311586
Author URL: https://archiveofourown.org/users/spider_ninten/pseuds/spider_ninten
Summary: In her last semester of high school, Gwen Stacy is bit by a radioactive spider, mutating her DNA and transforming her into the Spectacular Spider-Woman. After six months of working alone, Gwen's childhood friend and neighbor, the kind and intelligent, yet somewhat meek Peter Parker, finds out Gwen's radioactive secret, and the two form a partnership in the efforts to make New York safer, and ultimately deal with the rising threat of a conspiracy being born out of Oscorp, which the duo is convinced played a hand in the mysterious death of their other closest friend, Harry Osborn. What sort of secrets is Norman Osborn hiding? are Gwen and Peter in way over their heads? What is the secret behind Spider-Woman's powers? Well, I'm not telling you unless you read my damn fanfiction.





	1. Shocking Discovery

**Author's Note:**

> Hi! This is my first time posting fanfic on any site, so I'm open to all sorts of criticism of course. I don't have much else to say here, hope you enjoy reading and let me know what you think :^)

First all I felt was a dull pain in the back of my head. Then the rest of my body. Well, mostly my back. Really it felt like I was just chucked into a brick fucking wall, and as my short term memory came back to me and the colorful blur that was my vision became to come into focus. As far as I could assess, I was outside now, with the remains of the bank I had just been forcibly ejected from on the other side of the street. And of course, the guilty party was marching towards me. With every step he took, I felt the air around us ripple. Shocker’s suit had definitely undergone some improvements since the last time I put him behind bars. In our previous encounters, the guy could only shoot those shock-waves from those blaster things he had strapped to his hands. Now, his whole suit was acting as a giant ‘Fuck You’ to the sound barrier. 

“Jesus Christ, Herman!” I exclaimed as I shakily steadied myself, pushing myself back on my two feet and out of my throne of rubble. “Is this what happened to the last guy who told you to ‘take it outside’?” Shocker’s face was covered by a metal helmet, not that I wanted to see his ugly mug anyways, but regardless it was clear my quip didn’t quite resonate with him. My confidence wavered a bit as I realized my mask was torn up and the lower half of my face was exposed. Luckily, most people don’t have a habit of staring at people’s mouths, so I was pretty sure my identity was still safe. 

“See, this is your problem.” Herman ‘Shocker’ Schultz began to lecture me, his speech amplified by his stupid surround sound suit, “You just don’t know when to quit, do you?” The agitation was clear in his voice. He had a lot to get off his chest. Which meant it was time for me to do what I do best, which is bullshit a plan of attack at the very last second possible. The patented Gwen Stacy method of crime-fighting, if you will. “You call yourself Spider-Woman, but the truth is real spiders don’t get back up when they get squashed. My advice? Take some hints from your eight-legged homies and don’t find a way to come back when I blow you up in about, say, five seconds.”

“You know what I always liked more than when spiders die? When you leave the room to go grab a shoe or something to kill it, and when you get back…” I took the opportunity to chuck two bricks in his face and make a break for it, using my fortunately still-functioning web shooters to swing up to a nearby street light. “...You just can’t find them again.” 

Not my best idea for getting distance from Shocker, but it would buy me a bit of time I needed to hatch the plan I conceived while he gave me his spiel about how I was dead meat or whatever. As soon as I took off towards the backpack I had left a block away webbed up to some dumpster, I could hear a mix of his screaming and the sound of his shock-waves propelling him towards me. Well, the human sub-woofer was in for a shock, cause all I needed to take him out was a little bit of music and a lot of luck. Once I rounded the corner with my bag, I yoinked it from the web I had previously kept it in, quickly grabbing my smartphone and the aux cord I accidentally stole from MJ after band practice a few weeks ago. His suit probably didn’t have Bluetooth support, either way. I was gonna have to get this in go. 

As Herman turned the corner to give chase, I swung above and behind him, locating what I was searching for. The main system that generated the pulses that were reverberated around his suit was plugged into a jack on the back of his neck! Using one web shooter, I pulled out the generator system, momentarily de-powering him, although I knew that wasn’t gonna be enough to take him out. I’m sure he had auxiliary forms of power generation. And speaking of auxiliary, my phone was now coming into play. He might be able to create these powerful shock waves, but he definitely needed some downtime in between waves, unless he wanted to render his suit totally unusable from wear and tear. With my free hand, I shot out a web with my aux cable, plugging my phone into his suit, with a smile I pressed play on some weird electronic music Peter had shown me the night before called “Breakcore”. I didn’t entirely get it, but I did know the bpm was...rather high. 

Shocker’s suit pulsed and he shrieked as his suit began to go haywire, tons of pulses out of his control were coming out, their potency waning as the incessant, hyper-kinetic music was bumped. Eventually the suit shorted out and he collapsed to the ground, leaving himself in a smoldering, gravelly crater in the middle of Manhattan’s Upper West Side. I sighed as Herman was dispatched, disconnecting my phone and stepping over the unconscious super-villain to grab the rest of my stuff. 

“Sorry, I’m gonna need this back. If you need more music recommendations though, hit me up.” Not sure why I was telling jokes to a guy who I probably just gave permanent hearing damage, but that’s the curse of being a witty radioactive crime-fighter. I heard the sound of police sirens approaching the scene, following the trail from Shocker’s botched bank heist, and I knew my work here was done. I might have just apprehended an evil more powerful version of the third-rate supercrook, but I was in no hurry to end up behind bars just yet. Satisfied with my takedown, I swang out of the scene, letting the police deal with Schultz. He shouldn’t have ever broken out of prison in the first place, so it was officially their mess to clean up. I had to get back Queens at a reasonable hour, and that sounded like a struggle enough. 

~~~

I breathed a sigh of relief as my house came into view and my dad’s car wasn’t in the driveway. As long as I came home before pops, I was pretty sure I had a solid alibi for how I’m definitely not the spectacular Spider-Woman. After making sure the Parkers or Wattsons or anyone else who lived within eyesight of us weren’t tending to their lawns, I slid open the window to my room, slipping into the second floor of our cozy house and pulling off my mask, throwing my bag onto my bed.

I sank into my computer chair and closed my eyes for a second as I started to peel off the Spider-Woman costume, letting the top half of my superhero...onesie...thing...hang down. Whatever, no one was home. I can be half-naked and half-Spider-Gwen if I want to, okay? I definitely needed a moment to breathe. My head was spinning from that fight, I was probably concussed. Granted, I had been doing this for half a year at this point, so I should have probably been more used to this--My train of thought steered to a halt when I heard a shuffling in my doorway. Crap. I slowly opened my eyes and saw...something I didn’t quite expect to. 

Standing before me in my doorway was Peter Benjamin Parker, wearing the nicest suit I’d ever seen him in, holding a bouquet of flowers, round-rimmed glasses sliding down the bridge of his nose and mouth agape as he walked in on me in my costume and with my titties out. I tried to say anything at all, anything to justify or explain whatever he had stumbled upon, but only one word came out. 

“Fuck.”


	2. Rooftop Rendezvous

“So, that day when we visited Oscorp in our last semester at Midtown High…” Peter recalled, cupping the can of Dr. Pepper I got him from my private stash. After that awkward encounter, he let me change into some normal clothes. From there, we moved to the rooftop so I could properly explain everything. “...that spider that bit you wasn’t normal, was it?”

“Most definitely not, Pete.” I shook my head and watched as the sun started to disappear behind the city in the distance. “I don’t really get it entirely myself, but that spider changed me. It turned me into...well...you know.”

I looked over to see Parker giving me his big, goofy smile. In the hectic nature of me accidentally revealing myself to him, I forgot I was speaking to Spider-Woman’s biggest fan. “You gotta give yourself a little more credit than that. I mean c’mon, you’re the Spectacular Spider-Woman! You can stop a truck with your bare hands and climb walls and run up skyscrapers and--” 

He stopped abruptly when I put a hand on his shoulder. “Trust me, I’m well aware of all that shit.” I gave him a small, reserved smile. “Glad to hear you appreciate me, though. This whole superhero schtick has a tendency to feel pretty fuckin’ thankless most of the time.” My head might have been pounding from my fight this afternoon, but seeing Pete’s soft, caring brown eyes light up with the excitement of finding out his best friend was his superpowered idol warmed up my heart a bit. Peter extended his hand, and my hand slid off his shoulder to meet it.

“Well, I can’t speak for the cops or all the crooks you take out, but me and the rest of the Spidey fan forum think you’re the coolest.” He leaned back on the roof, our fingers interlocking with each other as he spoke. “And I have a feeling all the people you’ve saved so far have the same opinion.”

“Thanks, dude. I’ll try to keep it up, for you and the others. Wait, is that fan forum a real thing?” I sat up suddenly, raising an eyebrow in disbelief. “I have a website?! Why does no one tell me these things…” My eyes narrowed at Peter. “You’re not about to start spilling the beans about how Gwen Stacy is Spider-Woman, right, Parker?” 

Peter scoffed. “No way in hell!” He held up the hand that I held, showing the proof of our bond. “Your secret is secret is safe with me, Spider-Gwen.”

“Spider-Gwen, huh? Not a bad name. I’d even use it if it didn’t make it a lot more obvious who I was.” I let out a little chuckle, then regretted at as I winced from chest pains.

“Take it easy.” Inferring that I was battle-worn, Peter was always looking out for me, even if he was the one who needed the care more sometimes. After a brief moment of silence as the sun completed its journey across the horizon, Peter perked up, looking at though he was hit with a sudden bolt of inspiration. “Hey...maybe it’s a good thing that I found out about your situation, you know?”

“What, you mean you liked seeing my tits?”

“N-no!” Peter blushed, quickly adjusting his thick-rimmed glasses. “I mean, they’re not bad or anything I just--look, that’s not what I’m getting at.” He ran a hand through his brown, slightly curly hair. “The point I was trying to make is this: Maybe I can help you do Spider-Woman stuff!” 

I blinked twice out of confusion. “What.”

“Seriously, I think I could be helpful for you. You said yourself you don’t completely understand your powers right? I could help you research what happened to you and figure everything out. Plus, I can upgrade your suit and make cool stuff for you to use. I can be your guy in the chair!”

“Peter, that’s...really brave and thoughtful, but I can’t have you getting dragged into this shit. You could get seriously hurt if anyone found out you were working with me. I don’t want to risk any more innocent lives. Not after what happened to him.”

“I know.” He retracted his hand, now gripping against his sweater. “You have a responsibility and you’re alone, cause no one can do what you do...but you’re not the only one who notices what’s happening in this city. I, for one, am growing pretty damn tired of being powerless.” He steadied himself, now locking eyes with me. I’d never seen that kind of resolve in him before. “I don’t know as much as you do, but I know Oscorp is up to something, and my gut tells me Harry’s death was connected to it.” Peter stood up, extending his hand out to me. “Let me help you become the Spider-Woman that’s gonna bring justice to New York. If not for our sakes, then for Harry’s.”

I inhaled deeply, my throat suddenly feeling hoarse. Taking his hand, I shakily found my balance as he helped me up. “Okay.” I managed to get out before I buried my face in his chest, not ready to show him what it looked like when Gwen Stacy cried.

This, to me, was the true beginning of the Spectacular Spider-Woman.


	3. The Silver Scorpion

From that moment on, Peter and I were partners in crime...stopping. I’d already had a good half a year’s experience under my belt as Spider-Woman, having gotten my powers in my last semester of high school and working my ass well into the summer, but once August rolled around and I wasn’t alone things got a lot easier. The first thing that happened was all of Peter’s major improvements to my suit. I mean, I was pretty alright at the whole makeshift engineering thing (those scholarships to ESU didn’t earn themselves), but Peter was always the real genius. Ever since we were kids, I remember him taking machines and toys apart and making all kinds of shit an elementary schooler shouldn’t have been able to even conceive. 

While repairing the damages done by Shocker, Parker replaced some of my suit with a more aerodynamic fabric, added little cameras near the eyes so he could see what I saw from his computer, a GPS tracker so he could help me navigate and a transmitter in the mask so we could stay in contact. We even stole a spare police radio my dad had lying around in our shed, scrap from his last squad car, so Peter could alert me to any nearby crime reports it picked up. Oh, and he pulled an all nighter to revamp the web fluid formula to triple the tensile strength of my webs. Did I mention how much Peter Parker is my favorite person in the world? Ever? Forever?

Anyways, we would end the summer before we both started attending Empire State University on a high note for sure. Actually, compared to the all the shit I’d been through as Spider-Woman so far, this month was chill. Sure, I stopped a lot of armed robberies, drug deals, standard Manhattan vehicular mayhem, but the thing is all of those were...normal. I mean, as normal as crime gets in the Big Apple. No bank robbers who emit shockwaves. No flying dude made of energy after absorbed a ton of mutant eel’s bioelectricity. Even the Rhino hadn’t resurfaced since...the night Harry died. Maybe Harry was the only person we lost that night.

All of this talk about the end of summer break being pretty average by Spider-Woman’s standards was true until the last night before college started. Pete and I both had to pack that night because Uncle Ben was driving us to ESU’s dorms in the morning, and of course we were both avoiding that by deciding tonight would be a great night to go on patrol. So there I am, swinging through Chinatown, taking in the lights of the city I swore to protect and the really enticing smell of Chinese food that almost makes me wanna drop what I'm doing and put myself in a food coma, when all of the sudden my Spider-Sense goes off. Immediately I started spinning around looking around for some sign of whoever was trying to gun me down on this fine evening. 

“Hey, is something wrong, Gw--uh, Spidey?” I heard Peter’s voice come in on my mask’s communicator. We made a habit of trying to avoid saying each other’s real names, in the unlikely event that someone were to tap our communications. “My tracker says you stopped moving, but there’s no incoming reports for anything within a few blocks of you.”

“Yeah, I’m not seeing anything, Scarlet.” I replied, warily staring into a dark alley for any sign of what could have tripped my Spider-Sense. I never really understood why Peter picked Scarlet as his nickname on comms, but I think it had something to do with his nickname of the fan forum being ‘scarlet_spider’ or something like that. “I guess there’s always the chance my Spider-Sense could have misfi--AAAAAAAAAAAH!” My moment of self doubt was shattered when all of the sudden I was taken down by some..net...thing. 

Either way, one second I was posted up above Bowery looking for trouble, the following second the trouble finds me and I’m on my ass all tangled up in some dark alleyway. As I got up on my feet, my arms still bound by this rope, I saw a shape moving down the fire escape to my left. “You know if you wanted a picture, you could have just asked!” I grunted as I tried to bust out of the bondage to no avail. “Huh, that usually works...the hell is this stuff made of?” As I struggled, the figure slid down to the ground and made their way over to me. I don’t know what I was expecting, but she definitely wasn’t it. 

She emerged from the shadows, tall and pale, wearing this dark trench coat with some kind of shiny cyberpunk battle-armor underneath. Her hair was this beautiful silvery color and cascaded down her shoulders, and her eyes were this incredibly faint shade of blue, with this kind of intensity I’d never seen in my life. Almost like she could see right through my costume and right into my fragile, franticly beating heart. I might have been crushing on her super hard if she wasn’t pointing an aptly colored silver Desert Eagle right in my fucking face. Okay, to be honest, death threats from tall, intimidating women actually ranks pretty high on my list of ‘things that gets me hot and bothered’, which is really convenient considering my line of work. It’s a shame that I didn’t get a heads for up on this occasion or I might have been more mentally prepared. 

“Nice of you to come out and play, little Spider.” The woman spoke in a heavy Slavic accent, the pistol unwavering in its focus. She definitely wasn’t an amateur, by the looks of it. “Those binds will not budge an inch, even with your… unique skills. Now,” She thumbed towards in the general direction she appeared from, “You can come with me willingly,” The killer cocked her gun before she finished, emphasizing how grave my choice was to be. “Or, If you like, I can deliver you to my client in a body bag. One more bullet makes no more difference to me.”   
“No offense, Mrs. Blade Runner, but I think I’m gonna have to cancel this order.” I had the biggest, cheesiest grin on under my mask as I kicked the gun out of her hand, thankful that only my upper body was caught in this stupid net shit. I jumped backwards, ready to start gunning it up the far wall if she ran for the firearm, but instead she curved my expectations by shrugging and taking off her trench coat, letting it fall to the ground as she pressed a button on the back of her neck. All of the sudden, her previously kinda bulky armor got tighter, with this weird liquid metal manifesting from nowhere, covering every inch of her skin, even her face went all Terminator. 

“What...am I even looking at?” Peter’s digitized voice came through. I had momentarily forgotten he was connected to my suit in the confusion of watching this woman’s transformation. Just when I thought I had seen the weirdest of it, I heard this strange mechanical sound, kind of like hydraulics for heavy machinery. Emerging from the assassin’s back was this huge mechanical tail, something like two or three times her arm’s length and tipped with a gnarly looking blade like some kind of fucked up cyborg scorpion. The Scorpion gave me the most twisted smile I’d ever seen before she leapt up onto the dumpster next to her, quickly flipping on the wall and jabbing at me with her tail. The closer it got, the more I was able to notice it was dripping with some kind of green, noxious concoction. A drop of the liquid fell to ground, and I caught a glimpse of a hole being burned in the asphalt. Acid. Definitely what I needed in my life right now. I flipped backwards onto the far wall as best as I could without my hands being able to support me. If I had to describe this situation in one word, it would be ‘fucked’.

“G-g-guess Manhattan is home to more than Wall-Crawler, huh?” I hopped up to the roof, barely missing getting a complimentary lobotomy from the sexy Slavic Robo-Cop more than a few times. She moved with an inhuman precision, honing in on even my most finite movements and forcing me to dodge in incredibly erratic ways. “I mean, we can talk this out, right? Why resort to our basic instincts? Come on, baby, ain’t we both arachnids at the end of the day?” I looked back at her as I hopped over roofs like my life depended on it, to see her gaining on me. Sure, she might have been femme fatale android with a stinger that would probably melt the flesh off my face instantly, but it wasn’t that bad, right? I mean, If I could keep this up long enough, I could find out a weakness, some kind of inconsistency...or I would have, if I was paying any attention at all. Instead, I just expected there to be another roof for me to land, and suddenly I found myself falling. I tried to scream, but it came out as some kind of deep gurgle as my descent halted just as soon as it started. I found myself dangling above the train tracks, the Scorpion’s insanely strong tail wrapped around my leg and hoisting me up, the hired (manufactured?) killer snarling at me as her additional appendage continued to snake up my body and under my binds, getting dangerously close to my neck.   
“It is truly a shame that I will have to return you to my client in such a mangled state, but a job is a job, and you have not made this exactly easy for me, little Spider.” Scorpion chuckled to herself, the metal coating her face constantly shifting depths and solidity. I audibly gulped as the tail easily made its way under the bondage I was having so much trouble with. I had no idea who I had pissed off, but I knew from this moment on I was in the deepest shit I had ever been in, as Gwen Stacy or Spider-Woman. “Now hold still while I dissect you. Really, all he needs is your organs intact...mostly.”

For a solid two seconds, I was convinced I was really done for. It was brief, but I felt it deep in my bones that at least a part of me had completely accepted that this was going to be my death. 18 and a half years old, dressed up like a spider, being eviscerated above the subway by a deranged android chick with an acid tail. But instead I heard this eerie, distant sound of machinery chugging away. And the beautiful light that served as my salvation. “People always think I’m Spider-Woman because I can punch guys through walls or dodge bullets like I’m in the matrix, but you know what my real super-power is, Scorpion?” The assassin raised one metallic eyebrow and my eyes narrowed behind my mask. “Timing.”

Moving my hand as much as I could under the constraints, I shot a web for the subway car that was passing under us. It was the biggest gamble I’d taken in my career at that point, but it worked well enough that I can tell this story and look back with a degree of fondness. The train continued on it’s path, pulling me towards it, causing the Scorpion to panic and try to pull me back with her tail, but it was too late. No one’s stronger than the New York Metro, and she found that out the hard way as the previously indestructible rope shattered, with me zipping over to the train and out of her reach, landing on the roof as we approached a tunnel. 

“I will kill you, Spider-Woman!” The Scorpion screamed at the top of her lungs as I disappeared from her line of sight. Just another night in Manhattan, right? The shock of being chased by that thing hit me all at once as I suddenly laid down on the roof of the train car, with the last thing I heard before passing out for a good 30 minutes being Peter’s choppy, static-y radio voice. 

“Well, that was fucking intense.”

**Notes for the Chapter:**

> sorry if there's some typos, I wrote most of this at 1 am lol


	4. Silent Alarm

“I don’t suppose you have any clue who that was?” I asked Peter as I collapsed on his bed while he did some quick repairs on my suit at his work table. It was close to midnight and we had both finished packing for the big move tomorrow, so it was time for us to get some overtime work on our side gig. I had snuck into his in my pajamas and handed over my suit to him. Now that there was apparently a hit put on me, I couldn’t exactly afford to be anything less than prepared. How I was supposed to be a prepared for an enemy like THAT was beyond me, though. 

“Hate to break it to you, but I don’t know anything more about the robot scorpion assassin then you do, Gwen...” He admitted dryly as he fiddled with something in the arm of my suit. “...But I might be able to find out.” Peter grinned as he pulled out what appeared to be a shard of metal from the suit, a little fragment from my assailant that had stuck onto me during our fight. “Check it out! I think it’s from her tail.” He spun in his chair, dropping the shard under the microscope he kept at his desk. “Can’t tell what exactly it is yet, but if we can learn anything about her--”

“Maybe we can figure out how to stop her!” I sat up suddenly as he inspected the metal. “Man, I’m glad you’re my Scarlet Spider, Pete. Otherwise I’d say my only strategy right now would be to lure here to a steel factory so I could melt her down.” I rolled out of his bed, hitting the floor and backflipping onto my feet. Peter nodded in approval at my new, patented ‘radioactive laziness acrobatics’ before looking back at Scorpion’s fragment.

“Don’t thank me just yet, G. I haven’t exactly cracked the mystery of the Silver Scorpion just yet.” Pete wrinkled his nose as he scrutinized the metal in question, “I don’t even know what I’m looking at yet. Doesn’t look anything like anything i’ve worked with before.” He turned his monitor on and started opening a bunch of tabs, rapid fire searching about various metals and alloys that could have been used to construct her tail. I did catch a glimpse of his desktop background though, noticing he hadn’t changed it in a long time. A candid shot he took at our first band practice. Me on the left with my drums, MJ on guitar and setting up the mic, Pete’s keyboard vacant cause he was doing photos for our site...and Harry on the right tuning his bass. 

A little less than a year ago, but it felt like an eternity ago. No Spider-Woman, Harry was around, and our biggest problem was worrying about whether or not the bologna sandwiches Midtown High served on Thursdays was spoiled or not. Now, my blood was full of radioactive isotopes, one of my best friends was dead because of me, and I was moving from Queens to Manhattan in twelve hours. Oh, and my childhood friend and I were now sandwiched between mechanized assassins in Chinatown and a conspiracy involving a multi-million dollar biotech company responsible for turning me into a superhuman.

So that was cool.

We spent several minutes in silence as Parker pulled up a bunch of research notes and I reflected on how fucking crazy my life had become since the spider bite. Not that I didn’t like being Spider-Woman but...Why me, man? I couldn’t rationalize it. Of all the people for the luck of the to pick, why did the genetically engineered, radioactive spider bite Gwendolyn Maxine Stacy?

“Dude, what if she actually is a fucking Terminator and the reason you can’t figure out what she’s made of is cause she’s from the future and made of future metal that hasn’t been invented yet and she’s time travelled back to the present to kill us before we—“ My panicked, sleep deprived rant was shut down by a thump on Peter’s window. My eyes widened, why the fuck hadn’t my Spider-Sense gone off? Even when the Scorpion attacked, that shit had me (sort of) covered. 

Everything slowed down, and the only thing I could hear was my heartbeat. Following my most basic instinct, I grabbed and chucked the suit on Pete’s desk into my open backpack. I couldn’t risk it, I couldn’t risk Scorpion linking Spider-Woman to either of us, or else she’d totally kill us and create a time paradox. Or something. Time sped up to normal when I whipped my head over and saw the true identity of our uninvited guest. A mane of red hair like a wildfire, freckles all over her face, a red and black flannel that had been passed through at least three thrift stores, and jeans that looked like they’d been in a fight with Wolverine.

“Did I scare you guys?!” MJ giggled as she slid down the window and climbed inside Peter’s room, chucking a six pack of Dr. Pepper that I caught faster than a normal, non-radioactive Gwen Stacy would have. “I might not be Spider-Woman, but my wall crawlin’ skills are getting there, don’t y’all think?” She closed the window behind her, flopping on Peter’s bed. 

“Yeah, you sure gave me a fucking heart attack, at least.” I played my semi-irrational fear off, grabbing a can of soda and tossing it back to MJ. The redhead took one for herself and handed one to Peter. While she concerned herself with refreshments, I shuffled over to my bag, zipping it up just so there was a zero percent chance she would see a familiar black and white spandex suit nestled with my school supplies. “What brings you over to Chateau Parker?” I raised an eyebrow and took a sip of the delicious 23 flavor elixir. 

“Are you kidding me?” Mary Jane scoffed, her emerald irises piercing through our skins and into our collective insecurities. “It’s our last day here before we leave this neighborhood! I mean, it’s still only a few trains away, but c’mon. We’ve been friends and literal next door neighbors since before we could remember, and you guys aren’t gonna split sodas with me the night before we pack up and go into town?”

“You’re right.” My demeanor softened and I took a deep breath, sitting down next to her. MJ was always good at bringing me back down to earth when I was digging myself too deep of a Spider-hole to wallow in. Not that she knew it of course, Peter was (hopefully) the only one who knew of the frumpy chick behind the mask at the time. “We should celebrate!” I held out my can into the triangle of space we formed. “A toast, to the three rowdiest kids in Queens.” Peter and MJ both cracked smiles, bumping their cans with mine before we all took a big, synchronized swig. 

“Glad to see you guys haven’t lost your backbones yet. Still though...” MJ’s expression went cold, and her gaze wandered to the cool New York night outside. “...Truth is, I kinda came here to figure what the deal is with you two. Neither of you guys have hung out with me in weeks, we haven’t had band rehearsals since last month, and I barely get a few words out of you guys over text. Did something...happen to you guys? To us?” Her slender hand gripped onto the covers on Pete’s bed. 

Fuck. We’d spent so much time being Spidey and Scarlet, we were starting lose stuff that made us Gwen and Peter. I felt my throat go dry. This was wrong. Mary Jane deserved better from both of us. Things hadn’t be easy since Harry, and she was definitely handling it the hardest out of any of us. They didn’t talk much about it with us, but I could see how much Harry Osborn and Mary Jane Watson loved each other. They made each other whole. His ambition, Her optimism. His bass, Her guitar. His commitment, Her devotion.

“MJ...” I looked to Peter, nodded to him and put my hand on top of the other girl’s, collecting my composure as I felt her relax under my touch. “I’m sorry. Not just about avoiding you, about everything. Things are gonna be alright. The three of us are like glue, but like Gorilla glue. Or Spider-Woman’s web fluid. We’re not going anywhere.”

MJ chuckled, but it sounded like she was holding back tears.

“Really?”

“Really.” Peter affirmed her, getting up out of his chair and sitting on the bed on Mary Jane’s other side, taking her free hand. “I wish I could tell you what we’ve been up to, but we won’t let it take over our bond again.” 

“...Thank you.” She manage after a brief silence.

“Besides,” I scooted closer to her, forcing a smile for her because I knew she needed it. “You and I are roommates starting tomorrow, so you can’t get rid of me, even if you wanted to.”

“Hah...Yeah, you’re right.” MJ wiped the tears off her face, then suddenly hugged me like her life depended on it. “Just promise me you really aren’t leaving me behind.” She pleaded, her voice slightly muffled by tank-top I wore that buried her face. “I don’t think I can survive losing anyone else.”

“Of course. It’s a promise.” I wrapped my arms around her, motioning to Peter.

“Promise.” He joined the embrace.

**Notes for the Chapter:**

> if this chapter reads like hot garbage it's cause i wrote most of it hopped up on coffee and sleep deprived on an airplane going to the other side of the planet on the notes app of my iphone lol


	5. Well, I do, so fuck him, and fuck you too!

**Summary for the Chapter:**

> Gwen and MJ move into their dorm room. Peter shares some troubling information he's gained about Spider-Woman's newest big baddie.

“Kids! Let’s get a hustle on it!” I heard Uncle Ben’s downstairs and my eyes fluttered open. I was in between Pete and MJ in the former’s bed. My head was pounding, probably the lack of decent sleep and copious amounts of soda. Realizing we should make our way downstairs, I shook both of them awake, yanking my arm free as it was trapped under Mary Jane’s back. Admittedly, she was nice and warm, but I needed that appendage for...stuff! MJ groaned and slowly sat up, meanwhile Peter just rolled over, facing the wall and trying to go back to sleep. 

I gestured for MJ to get him properly awake, then climbed out of bed, nearly hopping up on the ceiling or wall but realizing that would kind of reveal to MJ something I didn’t think she was quite ready for yet. Although if she kept seeing me without clothes, she was probably gonna start wondering how my body type went from ‘girl who’d been skipping gym class since 6th grade’ to ‘protein-powder addicted gymnast’ in six months. You don’t usually get abs that fast, as far as I recall. Not without having super strength and fighting criminals at night, I guess.

Thinking about clothes and body types made me remember I couldn’t exactly leave Pete’s room naked, so I scrambled to find my backpack, darting into the bathroom and throwing on the outfit I packed last night, taking a moment to stare at the repaired suit that was folded up in my bag. There were moments of self doubt for sure, hell I still have them now, but one thing was evident: I wasn’t going anywhere. Amidst all odds, and against all foes, Spider-Woman was here to stay. The Scorpion was out there gunning for my head, but it didn’t matter to me. Spider-Woman had to protect what made Gwen Stacy’s life worth living.

~~~

I let out a sigh of relief as I dropped the last of my baggage in my room. Thank Spider-Jesus for Spider-Strength, but hot damn did I pack too much shit. I knew deciding the learn how to play the drums would bite me in the ass someday. Actually, it was probably my insatiable desire for the acquisition tacky and nonsensical anime bullshit. Oh well, it’s not like I was moving out soon or anything. I was here for the next...ugh. Thinking about the future sucks. Don’t ever do it. Putting my fear of what tomorrow would bring aside, I dropped the cardboard box of anime figurines onto my nice, cushy new mattress and headed down the stairs to help MJ with her stuff. I found her at the bottom of the stairs, hefting the box with her guitar and the shit ton of miniature speakers, amps and cables, reminding me we needed to practice. She gave me her usual warm smile as she tied that beautiful hair up, and for a moment I was--well maybe love-struck wasn’t the right word but something to that--and was paralyzed, staring at her and trying not to drool on myself at the top of the stairs.

“Well, Tiger?” MJ finally tilted her head to the side, “You gonna help me or are you just gonna stand there and watch a girl give herself a hernia?” 

“C-coming!” I snapped back to reality and slid down the banister like the suave motherfucker I am ( although in all honesty I probably would have fallen off and broke my back if it wasn’t for those sticky, Spider-Woman-y hands of mine), landing with a little “Tada!” in front of MJ, who gave me an exaggerated golf clap to hide what I hoped was how impressed she was. I took a bow and hefted up the box of music equipment myself, pretending to struggle a bit as I did, since I knew MJ would do more than raise an eyebrow if I lifted it with ease when just a few months ago that sort of ordeal would have give me an asthma attack.

And I don’t even have Asthma!

~~~  
A few more trips up and down the stairs, and we had managed to move all of her luggage to her side of our new dorm room. With all the “heavy” lifting out of the way, the two of us let out a synchronized ‘phew!’ and flopped on our respective beds. 

“That wasn’t so bad!” MJ remarked at the labyrinth of cardboard boxes and various, accumulated effects from our soon-to-be-over adolescence. 

“Pfft, you’re just sayin’ that ‘cause I carried all your shit.” MJ let out a little giggle and I closed my eyes for a second, only to jolt out of my would-be rest when my phone buzzed. I let out a groan, sitting up and fishing my phone out of my jean pocket. Peter had texted me.

[Peter]: Figured you’d want to see this. 

Attached was an article on The Daily Bugle’s website, “Chinatown Citizens Vigilante Struggle!” I skimmed through and thankfully it was a pretty standard fluff piece warning the ‘good people’ of Manhattan to be on the lookout for this new ‘Mysterious Metallic Menace’ and as the ever humble editor of the paper, one J. Jonah Jameson, chose to describe me, ‘that no-good radioactive circus freak making a fool of the law enforcement of this country!’ So it was a relief to hear I hadn’t lost my special place in his imaginary rogue’s gallery.

[Gwen]: always a pleasure to be in the thoughts and prayers of Jameson

[Peter]: Also, I have good news and bad news.

[Peter]: The good news is that I know who and what the Scorpion is.

[Gwen]: oh BADASS! elaborate you nerd  
[Peter]: Right, this is go along with the bad news. 

[Peter]: Which is that I think you might be fucked eight ways to sunday if you go toe to toe with her again.

[Gwen]: too busy plotting one liners for when I beat her to think of obvious danger and risks, go on

[Gwen]: “looks like you’ve gotten rusty, scorpion!”

[Gwen]: “you might be METAL, but i really THRASHED you!”

[Gwen]: “scared, aren’t you? hope you brought your stainless steel pants for this fight!”  
[Peter]: Are you done?

[Gwen]:...yes

[Peter]: Alright, so I found a 98% match for the bit of her tail you recovered the other night. It’s some kind of Vibranium alloy.

[Gwen]: ur shitting me

[Peter]: I’m not.

[Gwen]: like from fucking wakanda? The shit the Black Panther uses that makes him fucking indestructible? FUCK

[Peter]: Yup. And speaking of Wakanda, there was a scandal earlier this year about a bunch of Vibranium being heisted and supposedly ending up in Europe. Do you remember where?

[Gwen]: uhhhh nope

[Peter]: The investigations concluded that it ended up in the hands of a band of Symkarian mercenaries who have since went into hiding and have evaded all sorts of country’s police and militaries. 

[Gwen]: holy shit im being gunned down by an indestructible symkarian hitwoman what the fuck did i do to deserve this i stop bodegas from being robbed and my biggest enemy thus far has been 

[Gwen]: like

[Gwen]: the shocker

[Gwen]: dude did the shocker put a hit on me

[Peter]: As hilarious as that would be, I’m gonna assume that isn’t the case. Honestly, given your track record, I have a hard time finding a suitable reason for you being targeted like this. Either J. Jonah Jameson is fed up with your shit or…

[Gwen]: or?

I briefly looked up from the ongoing text conversation I was rightfully engrossed in to see MJ wearing her big ass studio headphones, humming to herself as she re-assembled her old room’s IKEA bookshelf. I felt myself smile a bit, then furrowed my brow as I looked back to my phone, hanging on Peter’s every word.

[Peter]:...I’ve got nothing, haha. Sorry.

Man, fuck Peter Parker.

[Gwen]: LMFAO

[Gwen]: yeah, we’ll just have to figure it out ig

[Gwen]: the important part is we kind of know who we’re dealing with just not the why  
[Peter]: Right. Kick ass, ask questions later.

“You want me to help you set your shit up?” MJ asked as she sat on my bed, stretching her arms a bit and admiring her handiwork as she had finished her bookshelf. I nodded, sending Peter one last message before stuffing my phone back in my pocket and getting to work.

[Gwen]: couldn’t have put it better myself

**Notes for the Chapter:**

> god damn it's been forever since I updated this and I am *really* sorry for that! This semester really kicked my ass ;____;
> 
> gonna do my best to update more frequently, my new roommate is also a fic writer and hopefully she'll motivate me to get my shit up sooner OTL
> 
> to everyone who's been waiting patiently and leaving comments and kudos: I love you <3333


	6. Protean

“And this little guy right here,” Doctor Connors announced in his dry, analytical voice as he moved over to the next slide, depicting a time-lapse of a small, hairy spider regenerating a lost limb. “Is Schizocosa ocreata, a fairly common kind of wolf spider. And as you can very plainly see, he displays the ability to grow back body parts through the magic of molting! My arm started to feel sore just looking at the poor guy. It was true that my wounds healed way faster than a normal human’s would, but I was more than a little worried about pushing myself too far. “Though, if you take a closer look, you’ll see this new limb doesn’t appear nearly as muscular, or developed, as his previous batch, showing off the limited powers of the arachnids.” First of all, fucking rude. The professor spun in his chair, running a hand through his coily salt and pepper hair. “Now this is just my own conjecture as a biologist, but I’d say if Spider-Woman’s powers truly derive from a spider, and her insane proportional strength is a good indicator of that, she may in fact be able to regenerate entire limbs, like our friend here! Although I’d hope hers was a little stronger than the poor wolf spider, or else her replacement arms and legs would be quite weak and atrophied, making crime-fighting a lot harder, if you ask me.” The bell suddenly rang and began filing out. I nodded to Peter and MJ, who sat on either side of me.

“I’ll catch you guys later. Got something to ask the doc.” I made my way to the front of class, clearing my throat as I approached the biologist, trying to keep it cool and not act like a weirdo “Uh, Doctor Connors, could I ask you something about today’s lecture?”

“I’m always open to questions, Ms. Stacy.” The jovial professor stood up from his chair, stacking papers and stuffing them into a manila folder with his one hand as we spoke. It was then that I realized the dude was fucking tall! I mean I know that doesn’t mean much from the girl who’s, like 5’7” on a good day, but just take my word for it. “It’s not often I get questions from first years, let alone those aren’t some sort of biology or chemistry majors.”

“Right,” I managed to shake off my anxiety and whatever bad taste was left in my mouth from watching one of spider-bro’s nasty replacement leg, “So...you said during the first lecture of the year you’re leading a regeneration project at Oscorp, right?” The professor nodded and I continued, “Well I was wondering, you know, just hypothetically, if a human really could have those regenerative powers, what their...like, limits be? Last year—uh, in high school, I went on a trip to Oscorp and saw the ongoing project about mutated spiders, so I thought you might know about it.”

“Ah, a very good question indeed.” Dr. Connors closed his eyes, deep in thought for a moment. His hand briefly touched against the stump that made up his left arm and I remembered that the whole limb regeneration ordeal must have been pretty personal for him. “Truth be told, I’m not the head of the arachnid team—my own research is centered around reptiles, which I think will yield stronger results in due time—but I did work with her on a joint project a few years back, the company’s first foray into regeneration, so there are some points of commonality.” I leaned back against a desk as he packed up his folder and computer into his bag, motioning for us to continue talking as we vacated the hall so another lecture could be held. “If we are to assume a scenario where the mutated genetics, or at the very least the enhanced regeneration aspects, were fully integrated with a biological system as complex as a human’s...well, the sky would be the limit.”

“How do you figure, doc?” I raised an eyebrow as we descended the staircase, feelings the hairs on the back of my neck starting to stand on end. 

“Well, creatures like the spider and the newt are hampered by the fact that they cannot truly take advantage of their gifts. Simply put,” He tapped his index finger on his wrinkled forehead, “They just aren’t mentally developed enough to be truly cognizant of their potential. Now, give a human that kind of regeneration, and the right circumstantial cocktail of stress, adrenaline, willpower, understanding and that quintessential fight or flight instinct...and my hypothesis would be that this superhuman could kick their regeneration into overdrive and become quite powerful indeed. The mind really is a much more key component than many people realize.” 

Holy shit. That was...a revelation or something, for sure. One thing was now clear to me: If I put all my chips in my fucking corner, I may have a sliver of chance of defeating Ms. Vibranium and her acid.

“Wow that’s...kind of amazing. Guess I can’t talk smack about the brain any time soon, huh?” I motioned to check my phone, and strangely enough it started ringing. “Uh, guess I gotta jet. Thanks for the extra lesson, Dr. Connors.” 

“Any time, Ms. Stacy.” He gave a knowing smile, “Just don’t leave out the effect of stress and repeated regeneration on the mind and body....in your hypotheticals.” The doctor chuckled to himself as he continued down the hallway. 

I quickly ducked out of the main hallway and into a side corridor, fumbling a bit before picking up without checking who it was.”

“Yo, who is th—“

“Holyshitgwenlookattheshitisentyourightfuckingnowyouwalkingmutantjalapenopopper!” Peter yelled into the phone within seconds of me answering

“Jesus Harold Christ, Parker! One syllable at a time, dude.” I rubbed the bridge of my nose. “Now take a deep breath and start again.”

“...Okay.” On the other end of the line, Peter made an exaggerated, gratuitous inhale and exhale and I rolled my eyes. “I sent you the link to a video that played today all over Time Square—she must have some serious skills to have hijacked all those big ass screens and boards.” 

“Wait, who are we talking about?” 

“Just hang up and watch the vid!”

“Ugh, fine.” I ended the call and pulled up my messages, scrolling through a sea of panicked messages from Peter before finding the alleged video. The moment I clicked on it I felt my stomach drop to the floor. The camerawork was grainy, the room was flooded with shadow and you could only see half of her face, but I would recognize her in any crowd, without a doubt:

The Silver Scorpion.

“Spider-Woman.” Her voice was rife with content as the chair leaned back in creaked a bit. With one hand she twirled her gun and with the other she tapped some unknowable rhythm on her armored thigh. “This is a game, no? I grow tired of waiting for you for to make a move.” Her eyes shined in the darkness, glittering like machine parts. “Seeing as I am the hunter and you are my prey, I have set up a little trap to lure you out. She stood up, and stepped on some switch with her boot, causing the place to be lit up. It was a nightmare. Tons of strings and ropes, attached to three chairs and forming a trifecta around her, each with a mortified civilian: an older white man in construction worker’s gear, a young latina woman in a 7/11 uniform, and a teenage boy, black, wearing...an Iron Man shirt. All of them were strapped to their chairs, with duct-taped mouths, hands and feet. Oh, and they were all surrounded by small mountains of firecrackers and explosives.

“Oh fuck you...” I muttered under my breath.

“These are some of the good people of New York.” The Scorpion pointed her finger at the screen, her contempt and posture as if she could read me like a book. “The people the Spectacular Spider-Woman has sworn to protect. Truthfully, I care not one way or the other whether you are a hero, villain or neither, but I have a job to do, and if this gets under your skin, then you cannot fault me for playing it. Let's cut to the chase.” She sat back down in her chair, idly checking the various components of her handgun as she spoke. “You will come here, to the abandoned fireworks factory on the Lower East Side, at 7 PM tonight. Not a minute sooner, not a minute later. You will come alone and you will come unarmed. Then, you will surrender yourself to me and my client and go willingly with me, and I will let these good people go. Failure to follow these instructions, and this place goes KABOOM! Oh, and no cops or military either. Anyone but you enters the place, and I’ll open fire without a second thought. Well then...I’ll see you tonight, my little prey.” The footage cut to black, and it took every ounce of will not to crush my phone with one hand right then and there. Instead, I called Peter again.

“So?” Peter’s digitized voice asked. 

“Suit up, Scarlet. Spider-Woman’s got a date tonight.”

**Notes for the Chapter:**

> listen i know i say this a lot but i DID in fact write this chapter while on a 13 hour flight to the other side of the planet so sorry if its a mess
> 
> i love you all!
> 
> next chapter is gonna be the big ol' showdown


	7. Warehouse Showdown

**Notes for the Chapter:**

> the long awaited finale to this arc! this chapter is a mess and im sorry its so late i love you all so much

“Are you sure you wanna do this, Spidey?” Peter’s voice came in static-y through the mask’s setup. I’d been sitting at my vantage point, another abandoned building just outside out of the sight of the police blockade around the fireworks factory, since 6, and 7 was just around the corner. “I mean there’s still time to—“

“Nope. Not happening, Scarlet. You and I both know I’m not just gonna sit back and let this shit happen.” Especially when I’d already lost someone I loved because Spider-Woman wasn’t strong enough. “I’m saving them, that’s the bottom line.”

“I—Fine. I trust you. I can’t do much from here, but I’m in your corner, that much I know.”

“Good to hear, cause it’s showtime.” I took a peek a phone. 7 PM. “Let’s show this Balkan cyborg bitch why you don’t fuck with New Yorkers.” I took a running leap from the rooftop, swung from one light post to another, letting go and soaring up, sticking the landing on top of the factory. Once I came into view, all the cops started shining their spotlights and pointing their shit at me, to which all I could do was flip the bird at them. “Well,” I yelled down to New York’s Finest, “I’m gonna go deal with this life or death hostage situation, y’all do...whatever you do.” I pulled my hood up, adjusted my mask and looked at the open window next to me. No going back now. I landed in the room on both feet, immediately put off by the fact that shit was pitch black. “I’m here, just like you said.” My voice cut through the thick, oppressive darkness and I felt my muscles start to tighten up. I had a really, really bad feeling about this whole thing. I heard a switch click, and two lamps turned on. One hung directly above me, bathing me in fluorescent lights, while the other lit up The Silver Scorpion, sitting in her chair just like the video. She’d resumed her human disguise and tucked away the tail, from the looks of it. 

“So good of you to join us, Spider-Woman.” The Scorpion spoke straight-faced, eyeing me up and down. Our first encounter since Chinatown. “I was worried you weren’t feeling up to it. As you can see...” Her hefty boot found its way to another floor switch, illuminating the trifecta of wide-eyed hostages that served as our audience, all with mouths duct-taped shut, panicking and wriggling in their constraints, “...None of your precious civilians have been harmed. Now, I’m going to have to ask you to make good on your part of the bargain and get on the ground.” She gestured to the floor with her hand-cannon. I gulped, giving her a little nod and putting my hands behind my head as I got down on my knees. I could hear Peter typing furiously over the comms, but I had little to no clue what he was going to try. I pulled down my hood and looked over to the hostages.

“Alright, everyone be cool, and you’ll be going home in just a few minutes.” The older man and young woman appeared to calm down and stop shaking as much after I said that, but the kid didn’t seem too reassured. The Scorpion holstered her gun, grabbing a good amount of rope that was next to her chair. All I could do was let out an ‘ugh’.

“This is to ensure you don’t try anything underhanded, okay, little Spider?” She gave me a shit-eating grin before walking behind me and getting a forceful grip on my wrists. I winced as she tied my wrists together in the world’s tightest fucking knot. I could feel my hands going tingly already from the lack of blood flow, but I had a feeling if I mustered all that spider-strength into one motion I could probably fire off a web or two. With lives other than mine on the line, though, I sure as hell wasn’t gonna try any shit. 

Not until I knew they were safe, anyways. 

~~~

“Ladies first!” The Scorpion announced as she ripped off the duct tape on the 7/11 girl’s mouth after taking her sweet ass time undoing the ropes that held her down in her explosive prison. The young woman gulped, staring at me, then the Scorpion, then back at me like a deer caught in radioactive headlights, slowly backing away from her captor. “The stairs are over there, dear.” She looked over, gave a shaky nod, then made a break for the exit. 

“Th-thank you, Spider-Woman!” She managed to get out before disappearing down the stairs. 

“Isn’t that sweet?” The Scorpion chuckled to herself as she walked over to the older man next, removing his bonds all the while keeping a steady gaze on me to make sure wasn’t attempting a jailbreak. When the ropes came off, the man stood up and fixed his tie before sprinting across the hallway, stumbling a bit and regaining his balance once he reached the steps. We locked eyes for a brief moment and he gave an awkward nod before descending. He clearly wanted to say something, but he was so scared shitless his tongue was probably in his stomach at that point. 

Next was the kid, but as The Scorpion got close to him, I knew it wasn’t going to go well. When she put a hand on him, he started to hyperventilate and writhe in his chair. The Scorpion gave him the same kind of look she gave me the last time we met (you know, when she tried to stab me with her super-long vibranium fucking acid stinger?) and I decided to act.  
“Hang on a sec!” I exclaimed, causing both of them to turn to me. The kid’s breathing slowed down a bit and The Scorpion took a step towards me, her eyes briefly flashing red. “The kid’s freaking out, let me talk to him for a bit.” She didn’t seem to fucking thrilled at the idea, holding her pistol at point-blank range. My throat tightened as the reality that with one twitch of her finger she could a dime-sized hole in my head and turn me into the Spectacular Spider-Corpse began to sink in. “Just give me a minute to talk to him, and I promise after that you won’t hear a peep from me. I’ll go quietly into the night or whatever the fuck you want me to do.” There was a good thirty seconds of silence, where my gaze flickered between the kid in the chair and the bounty hunter in front of me, all the while the barrel of her gun stared back at me. Then, she slowly lowered it, clearing her throat. 

“One minute. That is what I will grant you.” She sighed and made her way to the staircase leading to the roof. “I’m going to make sure there aren’t any bothersome flies I need to swat topside. After that, I’m taking you to the client and getting out of this złośliwy country, so savor your last minute as a free woman.” The Silver Scorpion vanished into the unlit stairwell, mumbling in her native tongue to no one in particular. Once I was certain she was out of earshot, I scooted over to the kid in the chair, who seemed to calm down. Realizing his hands had been un-tied by the Scorpion before I made this stall, he ripped off the tape on his mouth, inhaling sharply.

“Take it easy, kid.” I said, relieved that we were, at least for the time being, not in the line of fire. “You’re gonna get out of here safely, alright? I’ll get you out of here back to your family in no time.” 

“What about you?” The kid’s eyes bored into my mask, his expression deadly serious.

“What do you mean, what about me?” I could feel sweat building underneath my mask, and Peter’s deskside rustling. My eyes trailed down to the kid’s Iron Man shirt. “Oh, you’re worried about me, huh…”

“S-She’s….she’s gonna kill you if you don’t fight back! And if you die, then...then who’s gonna protect us?”

I didn’t want to admit it to myself, but the kid was right. This was no place to die. I knew going along with whatever her plan was would lead to me getting dissected by the highest bidder, but the thought of getting people hurt trying to save my skin scared the absolute fuck out of me. Of course I was strong enough to bust out of these ropes whenever I wanted to, but something told me that was part of her plan. She wanted me to lash out, to make some kind of web slinging quickdraw that would get me or an innocent like this kid killed. I needed a solid plan, something she couldn’t predict, something crazy, something explosive. My eyes darted around the warehouse floor covered in firecrackers and dynamite. Cogs began to turn in my head and the proverbial hamster that powers my brain was going into overdrive. 

“What’s your name, kid?”

“Miles.”

“Alright, Miles, do you wanna help me stop this bad cyborg lady?”

“Y-yeah!” Miles dark brown eyes light up with excitement. “What do you want me to do, Ms...uh, Spider-woman?”

“Go sift through that pile over there and find some really small, discreet firecrackers long with a long ass fuse.” I gestured over to the pile of explosives near him. “I’ve gotta talk to my partner real quick.”

“I’m on it!” He jumped out of his chair, frantically looking for the key to our combustible counter-attack. Meanwhile, I crouched behind the chair and began whispering to Peter.

“Scarlet, you still there?”

“Please tell me you’re not about to fucking blow yourself up, Spidey.”

“Not if I can help it.” I looked out the window and the police blockade surrounding us. It sounded like The Scorpion was yelling at them from the rooftop. “This whole block’s been evacuated, yeah?”

“Yup, happened soon after she released the video. Not much residential property there anyways.”

“Lit. Any chance you can use the police radio we stole from dad to hijack their broadcast and give them a special message?” For a few seconds he said nothing, audibly fucking around with several machines and flipping all sorts of switches.

“It’s doable, but what do you want me to tell them?”

“Tell them if they don’t want their pig asses to get turned to bacon, they need to back up their units at least a block, as soon as she goes back inside.”

“Dude, this is fucking nuts!” Peter was now full on yelling at me. “How do you know you’re not about to get fucking wiped off the face of the earth?!”

“I don’t FUCKING know, Scarlet!!!” I raised my voice to meet his challenge, briefly startling Miles and causing him to spill a bunch of potential candidates for our ideal firecracker all over the place. “I’m sorry, I didn’t mean to get heated, I just--I need you to trust me, alright?”

“Okay...Okay, I trust you. I’ll jack their radio right now.”

“Thanks, Scarlet…it means a lot.”

“You can thank me later,” I could hear Peter fiddling with the police radio, “For now just worry on getting out of there alive.” Just when I wanted to fire off another corny one- liner, I heard the steel-toed footsteps of The Scorpion as she slowly made her way down to this floor. I gestured for Miles to hurry his shit up, and he nodded, sparking it with the cheap lighter she had left near one of the chairs, and tossing me the most inconspicuous firework he could find and scrambling back into his chair. An explosion of this size wouldn’t kill The Scorpion if she really was coated in Vibranium, but it was the best shot I had. I grasped the tiny explosive in my hand, trying to thread the fuse between my ropes to better conceal it and the noise it made. The Silver Scorpion stepped into the room, squinting her eyes, standing in the door frame for a tense few moments, scrutinizing the both of us before pointing her sidearm at the door and addressing Miles.

“Alright, kid, get out of here. And tell your mommy and daddy about the sacrifice our friend Spider-Woman, okay?” Miles gulped, standing up and quickly making his way out to the stairs. Once he reached them, he took a deep breath and faced me once more. 

“I believe in you.” He declared, his voice very obviously choked up with tears, taking off running soon after he did. There was too much riding on this plan for me to fail now. Miles...Peter…MJ...I wasn’t gonna let any of them down. The fuse was counting down. 

“Well, that’s the last of them.” The Scorpion let out a sigh of relief, fishing a cigarette from a pack in her coat pocket. “I’m proud of you, little Spider. Many of my American targets cannot seem to surrender themselves without , always with the justice this and the heroism that.”  
“I try.” I rolled my eyes behind my mask.

“Thank you for not quadrupling the body count tonight. Now, just sit tight; my client will give me instructions on where to deliver you any...minute...now…” She raised an eyebrow as she scanned the room for the lighter Miles had misplaced. The fuse was about to run out. I turned my head just to make sure I was behind a window and cleared my throat, pulling out the firecracker like a magician, watching her confusion as she began to put two and two together. Too late.

“Need a light?” I chucked the little red bomb, watching it spark as it whizzed through the air and into the larger pile across the room, it’s fuse dissipating.

“Son of a --”

I don’t know if it was just nerves, adrenaline or my Spidey-sense, but everything went all slo-mo for a second. The whole room lit up in shades of red and orange, the Scorpion consumed in the blossoming detonation, shock and anger on her face as she realized her plan literally blew up in her face. Then everything sped up to normal as I flew backwards, crashing through the window. I was stunned for a moment, unwilling to register the heat of the explosion and the fact that I was in freefall. Once I realized the ground was getting rapidly closer, though, my muscle memory kicked in and I broke out of the ropes holding my hands together, firing off my web shooters and rappelling to a nearby building. I didn’t stop until I was at least a few buildings away, and even when I made the call to land on one, my breathing was labored for at least another minute. Once it became more regulated, I took a second to assess the situation. The warehouse was, in fact, a crumbling flaming mess now, with very little trace that anyone had been there, and thankfully the police must have listened to Peter’s message because they were backed up far enough that none of them got wasted. The front of my suit was a little singed, but nothing too bad. It was then that I realized my ears had been ringing like fucking church bells at noon and were just now dying down, letting me hear Peter trying to contact me through the suit. 

“Spidey--SPIDEY, are you there? Oh god, oh fuck--Please don’t tell me you blew yourself up Gwen…”

“I’m alive! I’m alive, dude.” My throat was impossibly dry and I could barely hear myself, but what I definitely heard was the enormous sigh of relief Peter led out.

“Oh...my god. That was...that was...I don’t even know what that was!” 

“Honestly?” I fell to the floor, resting my back on some giant AC unit. “I got no fucking clue either, but it looks like it worked. Still, any farther away from the window and I would have gone ‘ashes to ashes, dust to dust’.”

“C’mon we don’t have to worry about that anymore. This shit’s over.”

“Yeah, It’s over...” My eyes squinted at the rising smoke from the demolished building. Something didn’t feel right. The plumes of debris didn’t seem to be forming and floating naturally, in fact a small one seemed like it was getting closer much faster than it should. Almost like something was flying towards me. “It’s not over.”

“What are you talking about?!” Peter retorted, not taking my inference well.

I wasn’t able to give him a proper explanation as the Silver Scorpion came into view, soaring through the air and shrieking as she collided with me , sending us both skittering to an adjacent building. Once I stopped sliding, I tried to get back up, letting out a groan as I struggled to prop myself up. The explosion and my escape had done way more damage to me than I thought, and now that the initial rush was over, I could feel that I had definitely burn some skin, and seriously torn some muscle pulling that stunt. Before I could get up, The Scorpion stomped on my wrist causing something to crack and my web shooter to crunch as I cried out in blistering pain. With her cybernetic tail, she wrapped around my torso and lifted me up, bringing us eye to eye as she began to crush me, my ribs bending unnaturally under her vibranium will. Her attire had been completely vaporized and apparently her gun along with it, all that remained was her disrobed cyborg form and the hatred in her eyes. 

“Of all the sniveling, wretched, underhanded cretins I’ve been hired to wipe off the face of the earth, You are the lowest of the god damn low!” She snarled, The poisoned tip of her tail whipping around and getting dangerously close to dicing up my face. “I’ve tried to maintain a degree of professionalism with this job, but you have pushed me to my fucking breaking point!” Breathing was becoming impossible as she squeezed my chest tighter and tighter, the world was beginning to go dark. Then, just when it seemed like I was a goner, a beacon of light appeared...literally. A spotlight illuminated the previously pitch black rooftop and the Scorpion unexpectedly dropped me, shielding her eyes from the light so she could adjust. I stumbled back and looked up to see the police chopper that lit us up. Maybe cops were good for something, after all. 

“This is Captain George Stacy of the NYPD, surrender yourselves now, or we will be obligated to use force.” The familiar voice of my fucking dad boomed down. Just what I needed, the old man watching me fight a super-villain and getting this close to figuring out who I am underneath this mask. Well, today wasn’t gonna be the fucking day I let my dad watch his only daughter get strangled by a cyborg assassin. But if I was gonna take her down, I needed to think, and fast. The Scorpion ran at me once she could see, and I was barely able to avoid her jabs, rolling to the side while she swiped at me with her tail. Everything was on fire with pain, I was basically falling apart at this point, but I got back on my feet, and as I struggled to maintain balance and watched her crane over to me for another attack, something came to me. I felt it deep in my bones, like some wild energy that was dormant inside me up until now was being unleashed. Once again things slowed down for me as I watched her rush towards me, but this time it was different. I wasn’t running away from the danger: I knew what I had to do. I didn’t know what was happening entirely, but I had a feeling it had something to do with what Dr. Connors told me about the super-charged regeneration, because I could feel my bones restructuring themselves in the span of milliseconds and muscles fleshing themselves out and strengthening me. My speed and confidence came back as everything began to flow normally for me, I slid under The Silver Scorpion’s legs before she could impale me, and as I hopped back to my feet, I seized the opportunity to grab onto the plates grafting the tail to her back and started pulling with all the newfound strength I had.

“What are you doing?!” The Scorpion cried out, flailing as I disarmed her. She screamed endlessly, but I rooted my feet to the ground and refused to quit. This was my only shot. I felt my regenerated triceps begin to tear from the strain of pulling apart Vibranium, but I knew it had to be done. Finally, I let out a war cry and the tail ripped off her back, revealing the circuitry underneath. I took a step back, throwing the extra appendage to the wayside and nearly puking as I felt the after effects of my body rapidly repairing myself to avoid death. The Scorpion, or whatever you want to call her at this point, was completely writhing in pain, her body unable to process what had happened, she began to stumble around, walking to the edge of the rooftop, spinning around. Unable to find her footing, she fell backwards off the building.

“NO!” I cried out, racing to the edge and shooting a web with the one shooter that still worked, catching her by her foot and hoisting her up despite the searing muscle pains. The barely cognisant Scorpion’s eyes rolled around as she lay limp in my arms now. I let out a deep breath before quickly webbing her up to a generator box on the rooftop, making a nonchalant salute to the cops that she was their problem. As I backed up and prepared to disappear into the night, I heard her voice, though it was quite weak.

“Why...why not let me die?”

“Cause only the lowest of the low would let that happen.”

END OF ARC 1

___

STARRING: 

GWEN STACY as SPIDER-WOMAN

PETER PARKER as THE SCARLET SPIDER

MARY-JANE WATTSON as MJ

SYLVIA SABLINOVA as THE SILVER SCORPION

MILES MORALES as MILES

GEORGE STACY as CAPTAIN STACY

And

CURT CONNOR as DOC. CONNORS


	8. Cartilage

Two figures were positioned in a dark room, watching the events at the warehouse unfold on a wall mounted screen, viewing The Scorpion’s point of view through tiny cameras they had implanted in her ocular nerves. They watch the Spider-Woman defeat and disarm their agent and they watch the girl save The Scorpion from herself. The woman in the room pushes a button on the remote and the image phrases on Spider-Woman hoisting her opponent up with a web. 

“Well? What do you think?” The bespectacled, dark haired woman stuffed the remote in the pocket of her lab coat as she took a step towards the man behind the oakwood desk. 

“What do I think?!” The imposing man obviously didn’t take the footage well, wringing his hands under the table and trying to mask his frustration. “I think we just lost a project we spent millions of company dollars on, and she’s so inclined, she can blow the lid on the operation to the police. Honestly, Dr. Moon, do you have any manner with which you’ll be able to explain why a highly capable assassin whose body was fitted with the kind of technology far beyond the grasp of our governments military was dispatched by a circus freak in a mask?” 

“Actually, I have a pretty good explanation. If we rewind a bit…” Dr. Moon brought the video back to a few moments before, with Spider-Woman in her singed suit just after the explosion, her arms dangling limply. “If we take a close look here…” She zoomed in on the image, allowing her employer to see the twisted and warped shape of the superhero’s torso. “We can see that she’s sustained some serious damage, definitely at least some fractures and her arms are hanging on a thread. So how was she able to pull herself together and rip several layers of Vibranium apart in that state?” The man closed his eyes and contemplated her words, prompting Dr. Moon to continue. “I have a proposition for you, Mr. Osborn. Do you recall the subject from my team that escaped containment last year?”

“Jumping Spider A-42? Enhanced Cellular Regeneration and Physical Strength?” Osborn scoffed, “You can’t seriously be suggesting that it made its way out of the lab and transferred it’s mutations to a human, can you? Even if it was able to get past all the bio-metric security, containment and decontamination protocols, how do you propose it would transfer? What, did it bite this girl and turn her into a...a superhuman? Ha!” He laughed at the thought of it, but it quickly turned into a fit of coughing. Dr. Moon waited for Osborn to recompose himself before she cleared her throat.

“While I admit the transferal of abilities may be dubious at best, I don’t think it’s impossible that A-42 escaped. In fact, I hypothesize that the subject escaped right under my nose; You may have forgotten, but I was conducting students from Midtown High on a tour through lab that day, and A-42’s disappearance was reported within the hour! I suggest that he simply hitched a ride with one of the students and made his way to Manhattan or beyond after that.” Osborn raised an eyebrow.

“So the reason you sent Sablinova to capture her was because you think that Spider-Woman has A-42’s mutations?”

“Precisely! I believe we’ve cracked the regeneration gene much sooner than anticipated, we just needed a ‘field test’ of sorts.” 

“I see.” The sickly Osborn slowly stood up from his leather chair, turning his back to the geneticist and peeling the curtain back. From Oscorp Tower, Norman Osborn could see all of Manhattan, and if Dr. Moon was correct, this island: along with potentially the rest of the world, would be his to grasp. “Did we retrieve any DNA samples?”

“Yes, Mr. Osborn. Blood and flesh cells, recovered from the severed tail of Sablinova. I’m having my team try to take it apart and compare it to what remaining data we had for A-42. It’ll take some time, but we’ll know soon enough whether I’m a quack or not.”  
“Good. I want you to keep tabs on this Spider-Woman, and make decoding and replicating her cells your top priority. We’ll pull funding from Connors and his...pointless lizards.”

“Yes sir. Shall I inform him, or do you want someone else to forward the news?” She couldn’t help but smile. She liked Curt well and all, but this was the future of science we were talking about it, she had no interest in sharing the spotlight with a fool who was a better professor than he was at contributing to the fields of science.

“I’ll take care of it myself.”

Unbeknownst to either of them, Dr. Curt Connors had been standing outside Osborn’s office and had accidentally eavesdropped on the entire conversation. In his one hand he held yet another report for Osborn about how he was on the cusp of breakthrough and that he just needed a bit more time. Curt’s face twisted from the usual jovial professor to anguish, fear in the face of defeat. He was so close, and now his future—the only chance he had of fixing his and millions of other’s broken bodies—was being ripped away from him by some kid with a hell of a spider bite? As he threw his papers across the room and turned on his heels, making a beeline for his lab, the cogs in his brain began to turn. His memory took him back to this morning after his lecture, and he suddenly realized he knew a certain girl, one who happened to fit the bill for “interest in the spider’s regeneration” and could be placed at the Oscorp lab that fateful day. Curt locked himself in his lab, taking a deep breath and flicking on the fluorescent lights that dangled above him. He paced over to the tank full of his pride and joy, the genetically modified Japanese Fire-Belly newts, and placed his hand gently on the tank. The reptiles spun about and flickered their tongues giddily, but all the professor could see was his own warped reflection in the glass. His eyes wandered from his loyal subjects, to his hand print on the glass, over to his stump of a right arm, and finally to the machine lined up with various imperfect serums and chemical solutions meant to test and enhance an organism’s regenerative factor.

He knew what he had to do: If the Spider-Woman wanted to outshine him, he would rip her apart limb from limb and show his genius to the world. 

No matter the cost.

**Notes for the Chapter:**

> Thought I would make a little intermission to give you a look at things going on outside Gwen's field of view and hype up the next arc (I'm sure you guys can tell where this is going @_@) 
> 
> also I saw far from home and it was totally awesome! Mysterio owned and I thought it did a great job of breaking out of the Marvel movie formula.
> 
> also also thanks for reading and i love you!


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